[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Current Report on Form 8-K reporting the provision of two exhibits (Exhibit 99.1 and Exhibit 99.2) that reproduce information provided to the ASX on the referenced dates. The filing expressly states the included information contains forward-looking statements, including the company's intent to repurchase, from time to time, Class A and Class B common stock. The company cautions these statements are based on current expectations and are subject to market and legal risks, and it does not undertake any obligation to update such forward-looking statements except as required by law.

Positive

• Transparent disclosure by furnishing exhibits provided to the ASX
• Company discloses intent to repurchase Class A and Class B common stock

Negative

• No specifics provided on repurchase amounts, timing, authorization or program details
• Forward-looking statements are qualified by risks and the company disclaims any obligation to update them

Insights

Financial Analyst

TL;DR Routine 8-K disclosure noting repurchase intent and forward-looking risk language; no financial results or commitments reported.

The filing provides transparency by furnishing exhibits previously supplied to the ASX and explicitly discloses an intent to repurchase Class A and Class B common stock. Crucially, the 8-K contains standard forward-looking disclaimers and no firm repurchase schedule, amounts, or authorization details are included. For investors, this is a neutral, informational update rather than a material capital allocation decision.

Corporate Governance Expert

TL;DR Standard governance disclosure; forward-looking statements and no-update clause limit commitments.

The company properly furnishes exhibits and includes customary forward-looking statement language, highlighting that repurchase intentions are contingent on market conditions and legal constraints. The filing does not create a binding obligation and explicitly disclaims any duty to update forward-looking statements, which is typical but important for governance transparency.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

NEWS CORPORATION

(Exact name of registrant as specified in its charter) 

Delaware

001-35769

46-2950970

(State or other jurisdiction of incorporation)

(Commission  File Number)

(IRS Employer Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

NWSA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

NWS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events. 

As previously reported, under each of News Corporation's (the "Company's") stock repurchase programs (the "Repurchase Programs"), the Company is authorized to acquire from time to time up to $1 billion in the aggregate of the Company's outstanding shares of Class A common stock and Class B common stock. Under the rules of the Australian Securities Exchange (the "ASX"), the Company is required to provide to the ASX, on a daily basis, disclosure of transactions pursuant to the Repurchase Programs, if any. The Company also discloses information concerning the Repurchase Programs in the Company's quarterly and annual reports.

Attached as Exhibit 99.1 and Exhibit 99.2 are copies of the information provided to the ASX on the respective dates noted therein. Such information contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company's intent to repurchase, from time to time, the Company's Class A common stock and Class B common stock. These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by such statements due to, among other factors, changes in the market price of the Company's stock, general market conditions, applicable securities laws and alternative investment opportunities, as well as the risks, uncertainties and other factors described in the Company's filings with the Securities and Exchange Commission. The "forward-looking statements" included in such information are made only as of the date of this report. We do not have and do not undertake any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, and we expressly disclaim any such obligation, except as required by law or regulation.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.1.
99.2						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.2.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NEWS CORPORATION (REGISTRANT)
			By:						/s/ Michael L. Bunder
									Michael L. Bunder
									Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: September 29, 2025

FAQ

What did News Corp (NWS) file in this 8-K?

The company furnished Exhibit 99.1 and Exhibit 99.2 containing information provided to the ASX and disclosed forward-looking statements including repurchase intent.

Does the filing announce a share buyback program for NWS?

The filing states an intent to repurchase Class A and Class B common stock from time to time but does not announce specific program details or amounts.

Are there forward-looking statements in the 8-K?

Yes. The exhibits contain forward-looking statements about repurchase intent and other expectations, which the company says are subject to risks and uncertainties.

Will News Corp update these forward-looking statements?

The company states it does not undertake any obligation to publicly update forward-looking statements except as required by law or regulation.

Were any financial results or material transactions disclosed?

No. The filing furnishes exhibits and contains forward-looking language but does not include financial results or material transaction details.